Innovative Managed Solutions, Inc. (“Developer”) has been engaged to develop must Developer Application under its Developer Application License with Inuit, Inc. (“Intuit License”), for the benefit of its affiliates, and assigns (“Licensee”). The Intuit License requires Developer and Licensee to have in place an end user license agreement which contains certain provisions protective of Intuit and its affiliates and suppliers. Accordingly, this End User License Agreement must be approved by Licensee, and the parties agree as follows:
Restrictions. Licensee and its employees shall not and shall not permit any third party to, directly or indirectly: (a) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the source code to the Developer Application; (b) rent or time-share the Developer Application or host the Developer Application in a multi-tenant environment; (c) remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Developer Application or any copies thereof; (d) engage in any activity with the Developer Application that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party; and (e) use the Developer Application or data provided via the Developer Application in any way in furtherance of criminal, fraudulent, or other unlawful activity. Licensee must comply with applicable laws and regulations in using, accessing or distributing the Developer Application, including any data provided via the Developer Application.
Data Use. Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is provided to Licensee, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Such third-party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including helping to improve products and services and assisting in troubleshooting and technical support. Licensee’s personally identifiable information will not be shared with or sold to third parties.
Data Transfer. Licensee agrees and acknowledges that Licensee’s data, including financial or personal information, may be transferred to a third party located in a country that does not have adequate security controls to protect Licensee’s data.
Third Party Services. Licensee understands that the Developer Application may require access to certain third party services (“Third Party Services”). In order to use the Developer Application that uses or collects data from the Third Party Services, Licensee hereby authorizes third party service providers, including Intuit, to obtain Licensee’s data from third parties and share it with Developer for the Developer Application. Such data may include Licensee’s financial or personal information with third parties. In addition, Licensee agrees that Developer may provide Licensee’s data to the third party service provider. Licensee represents and warrants that Licensee has the rights and authority to provide such authorizations to the third party service providers and Developer. Licensee’s use and/or access to Third Party Services shall be limited to those uses and access rights permitted by the third party service provider. If Licensee accesses or uses the Third Party Services, Licensee is responsible for reviewing and understanding any such terms and conditions governing such Third Party Services. Licensee understands that Developer has no control over the Third Party Services and that Licensee’s ability to access and use the Third Party Services may be suspended or terminated at any time, for any reason, at the third party service provider’s discretion.
Security. Licensee is fully responsible for the security of data on Licensee’s website or otherwise in Licensee’s possession or control. Licensees agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, credit card, or transaction information (defined as “Data”) on your website. Licensee agrees, where applicable, it shall be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. It is Licensee’s responsibility to comply with these standards.
Third Party Beneficiary. Licensee acknowledges that Intuit is a third party beneficiary under this Agreement with rights to enforce the terms of this Agreement.
Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE DEVELOPER APPLICATION, ANY THIRD PARTY SERVICES AND ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DEVELOPER, ITS LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE DEVELOPER APPLICATION, ANY THIRD PARTY SERVICES OR ANY DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION, IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT. LICENSEE UNDERSTANDS AND AGREES THAT ANY USE OF THE DEVELOPER APPLICATION, THIRD PARTY SERVICES OR DATA PROVIDED VIA THE THIRD PARTY SERVICES OR DEVELOPER APPLICATION WILL BE AT LICENSEE’S SOLE RISK, AND THAT, IF THERE IS ANY LIABILITY IN CONNECTION WITH THE DEVELOPER APPLICATION, INCLUDING LIABILITY ARISING FROM A SECURITY BREACH OR DEVELOPER’S LACK OF COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR DATA PRIVACY PROTECTION, SUCH LIABILITY IS SOLELY WITH THE DEVELOPER AND NOT ITS LICENSORS OR THIRD PARTY SERVICE PROVIDERS.
Miscellaneous. Licensee’s obligations under this Agreement shall survive the termination of Developer’s services to the Licensee, regardless of the manner of such termination, shall be binding upon its successors, administrators, trustees and assigns, and shall inure to the benefit of the Developer's successors and assigns. This Agreement shall be governed by the laws of the State of Kansas. Assignor hereby expressly consents to the personal jurisdiction of the state and federal courts located in Kansas for any lawsuit filed there against it by the Developer arising from or relating to this Agreement.